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ORCL > SEC Filings for ORCL > Form 8-K on 7-Nov-2012All Recent SEC Filings

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Form 8-K for ORACLE CORP


Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders.

On November 7, 2012, Oracle Corporation held its 2012 Annual Meeting of Stockholders. The following is a brief description of each matter submitted to a vote at the Annual Meeting, as well as the number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter. For more information about these proposals, please refer to Oracle Corporation's definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 21, 2012.

Proposal No. 1: Election of Directors

The stockholders elected each of the following persons as a director to hold office until the 2013 Annual Meeting of Stockholders and until his or her successor is elected and qualified, or until his or her earlier resignation or removal.

       Director's Name           Votes For        Votes Withheld        Non-Votes
       Jeffrey S. Berg          3,688,028,080         118,996,203       520,326,738
       H. Raymond Bingham       3,179,941,703         627,082,580       520,326,738
       Michael J. Boskin        3,682,334,193         124,690,090       520,326,738
       Safra A. Catz            3,520,771,058         286,253,225       520,326,738
       Bruce R. Chizen          2,336,180,892       1,470,843,391       520,326,738
       George H. Conrades       2,516,242,033       1,290,782,250       520,326,738
       Lawrence J. Ellison      3,697,690,295         109,333,988       520,326,738
       Hector Garcia-Molina     3,706,459,359         100,564,924       520,326,738
       Jeffrey O. Henley        3,665,325,808         141,698,475       520,326,738
       Mark V. Hurd             3,615,575,796         191,448,487       520,326,738
       Donald L. Lucas          3,491,874,051         315,150,232       520,326,738
       Naomi O. Seligman        2,524,077,749       1,282,946,534       520,326,738

Proposal No. 2: Advisory Vote to Approve Executive Compensation

The stockholders cast an advisory vote to approve executive compensation as follows: 1,555,798,564 shares in favor, 2,245,810,347 shares against, 5,422,062 shares abstaining and 520,320,048 broker non-votes.

Proposal No. 3: Approval of Increase in Shares under the Directors' Stock Plan

The stockholders approved an amendment to Oracle's Amended and Restated 1993 Directors' Stock Plan to increase the number of shares of our common stock reserved for issuance thereunder by an additional 2,000,000 shares, with 2,861,661,825 shares in favor, 938,810,558 shares against, 6,562,175 shares abstaining and 520,316,363 broker non-votes.

Proposal No. 4: Ratification of Selection of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of Ernst & Young LLP as Oracle's independent registered public accounting firm for the fiscal year ending May 31, 2013, with 4,302,481,958 shares voting in favor, 19,470,682 shares against and 5,398,381 shares abstaining.

Proposal No. 5: Stockholder Proposal Regarding Multiple Performance Metrics

The stockholders defeated a stockholder proposal requesting that Oracle's Compensation Committee of the Board of Directors, in setting performance measures for top executives, include multiple weighted metrics over a multiyear period, and disclose to shareholders any changes to such metrics, with 1,190,376,348 shares in favor, 2,549,111,403 shares against, 67,544,022 shares abstaining and 520,319,248 broker non-votes.

Proposal No. 6: Stockholder Proposal Regarding Independent Board Chairman

The stockholders defeated a stockholder proposal requesting that Oracle's Board of Directors adopt a policy that, whenever possible, the chairman of Oracle's Board of Directors be an independent director, with 1,585,924,642 shares in favor, 2,198,348,715 shares against, 22,758,415 shares abstaining and 520,319,249 broker non-votes.

Proposal No. 7: Stockholder Proposal Regarding Equity Retention

The stockholders defeated a stockholder proposal requesting that Oracle's Compensation Committee of the Board of Directors adopt a policy requiring that senior executives retain at least 75% of net after-tax shares acquired through equity compensation programs until reaching normal retirement age, with 718,454,373 shares in favor, 3,061,978,995 shares against, 26,600,855 shares abstaining and 520,316,798 broker non-votes.

Proposal No. 8: Stockholder Proposal Regarding Equity Acceleration upon a Change in Control

The stockholders defeated a stockholder proposal requesting Oracle's Board of Directors adopt a policy that if there is a change in control, there shall be no acceleration of vesting of any equity award granted to any senior executive; provided however that Oracle's Compensation Committee may provide that any unvested award will vest on a pro rata basis up to the time of the senior executive's termination; with 1,050,596,904 shares in favor, 2,730,996,777 shares against, 25,438,092 shares abstaining and 520,319,248 broker non-votes.

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